Governance Policies

White Paper, Position Statement, and Resolution Definitions and Process

Finance Policy

Operating Reserve Fund

The Operating Reserve Fund is an emergency fund to be used to provide operating funds in times of financial crisis for the organization, as determined by the Executive Director and the Treasurer and agreed to by the Board of Directors. In an effort to ensure financial stability, IDEC, Inc. will establish and maintain a reserve fund that has cash or cash equivalents totaling not less than 80% of all the organization’s expenses in the annual operating budget. Each year, fifty percent of surplus revenues assessed after the annual budget review will be used to build the Operating Reserve Fund until the goal has been met. Following approval of the IDEC Board of Directors, remaining surplus revenues can be used to fund strategic initiatives and will be placed in the Strategic Program Reserve Fund (see details below).

Strategic Program Reserve Fund

The goal of IDEC, Inc. will be to establish and maintain a Strategic Program Reserve Fund that is funded by 50% of surplus revenues assessed after the annual budget review. Strategic Program Reserve Funds can be used for any strategic purpose deemed appropriate by the Board of Directors.

Member Revenue Recognition

Membership revenue for all classes of membership will be recognized on a cash basis. Revenue recognition will be from January 1 (or date of receipt) to December 31.

Tax Status

The tax status of IDEC shall be 501(c)(6) Non-Profit Professional Societies according the Internal Revenue Service.

Tax Policies

The Executive Director shall ensure that tax payments and other government ordered payments or filings are filed in a timely and accurate manner.

The Executive Director shall sign and certify that the IRS form 990 is accurate and complete.

The Finance Committee shall review and approve the IRS Form 990 annual tax filing prior to submission. The Treasurer will sign the Form 990, and the Board of Directors shall receive a
copy of the IRS form 990 within 30 days of its submission.

Consistent with the requirements of 6104(d) of the Internal Revenue Code and the regulations there under, electronic copies of the organization’s Form 990 shall be made available, upon request, in a timely manner, and without charge, to any individuals who request it.

Signing Contracts Policy

The Executive Director of the Interior Design Educators Council, Inc. is permitted to sign contracts on behalf of IDEC for amounts not to exceed $10,000 without the prior consent of the Board of Directors. These contracts must relate to the needs and activities of IDEC that fall under the duties of the Executive Director and be beneficial to the organization. The Executive Director must notify both the President and the Secretary/Treasurer within 48 hours of signing the contract.

Fiscal Period

The fiscal period of the Interior Design Educators Council Inc. shall be October 1 through September 30 of each year.


In advance of the fiscal period, the Board of Directors shall adopt an annual operating budget covering activities of IDEC. The Treasurer shall furnish the membership with a financial report at the annual meeting and any other times as the Board may direct.

Financial Audit/Review

The accounts of IDEC shall be audited or reviewed not less than every third year by a Certified Public Accountant who shall be employed by, and report to, the Board of Directors.

Record Retention Policy

To eliminate accidental or innocent destruction, the IDEC has the following document retention policy:

Length of Retention
Permanent Records
Document/ Records/ Items of Importance
  • Articles of Incorporation
  • Audit records
  • Bylaws
  • Canceled check for important payments
  • Chart of accounts
  • Charter
  • Copyrights
  • Correspondence on legal and other important matters
  • Depreciation schedules
  • Employee benefits records –Life of the Employee
  • General Ledgers
  • Insurance records, current accident reports, claims, policies, etc.
  • Minutes of Board of Directors and general membership meetings
  • Record of actions by members or Directors without a meeting
  • Record of actions by committees of the Board of Directors
  • IRS Determination Letter / Sales records
  • Trademark registrations
  • Year-end financial statements
  • Tax returns and worksheets
  • Position Papers
  • Grant Reports
  • Funded Proposals
Length of Retention
7 Years
Document/ Records/ Items of Importance
  • Accident reports and claims (settled)
  • Accounts payable ledgers and schedules
  • Accounts receivable ledgers and schedules
  • Bank statements
  • Canceled checks
  • Contracts, leases and agreements
  • Deposit and general ledger books
  • Employment tax reports
  • Expired contracts and leases
  • Expense analysis and expense distribution schedules
  • Expense reports
  • General journals
  • Invoices to members and vendors
  • Payroll records and summaries
  • Policy statements
  • 1099 and 1042 Reports
Length of Retention
3 Years
Document/ Records/ Items of Importance
  • Bank reconciliations
  • Duplicate bank deposit slips
  • Employment applications
  • Expired insurance policies
  • General correspondence
  • Individual personnel files While active + 3 years
  • Internal audit reports
  • Inventory records
  • Membership applications
  • Employment applications
  • Terminated employee records
Length of Retention
1 Year
Document/ Records/ Items of Importance
  • Purchase orders
  • Job announcements and advertisements
  • Budget records

The Interior Design Educators Council (IDEC) shall retain records for the period of their immediate or current use, unless longer retention is necessary for historical reference or to comply with contractual or legal requirements. Records and documents outlined in this policy include paper, electronic files (including emails), and voice mail records regardless of where the document is stored, including network servers, desktop or laptop computers, handheld computers, and other wireless devices with text messaging capabilities. Any employee of IDEC, or any other person who is in possession of records belonging to IDEC, who is uncertain as to what records to retain or destroy, when to do so, or how to destroy them, should seek assistance prior to taking any action.

In accordance with 18 U.S.C. §1519 (Destruction, alteration, or falsification of records in Federal investigations and bankruptcy) and the Sarbanes Oxley Act, IDEC shall not knowingly destroy a document with the intent to obstruct or influence an “investigation or proper administration of any matter within the jurisdiction of any department, agency of the United States…or in relation to or contemplation of such matter or case”.”. If an official investigation is under way or even suspected, document purging must stop to avoid criminal obstruction. The retention periods described herein are guidelines. There are circumstances under which a record or document may have to be maintained longer than the guidelines. This will be a decision made by the Executive Director.

Whistleblower Policy

The Interior Design Educators Council is committed to preventing reprisals against employees and members who report activity undertaken by other IDEC employees or members in
connection with: (i) the performance of official IDEC activity that may be in violation of any state or federal law or related regulation; or (ii) IDEC’s corporate accounting practices, internal controls, or audit (collectively referred to as “Protected Disclosure”).

IDEC, and any individual associated with the IDEC, will not:

  • Retaliate against an employee or member who has made a Protected Disclosure or who has refused to obey an illegal or unethical request, or otherwise harass or cause such persons to suffer adverse employment consequences; or
  • Directly or indirectly use or attempt to use the official authority or influence of their position for the purpose of interfering with the right of an employee or member to make a Protected Disclosure to Association leadership.
Reporting Responsibilities

Each officer, director, volunteer, and employee of IDEC has an obligation to report in accordance with this Whistleblower Policy the following:

  • Questionable or improper accounting or auditing matters
  • Any improper activities including, but not limited to, corruption, malfeasance, bribery, theft of IDEC property, fraudulent claims, fraud, coercion, conversion, misuse of IDEC property, or willful omission to perform duty; or
  • An order or directive to violate or assist in violating a law, rule, regulation, or IDEC Bylaw or Policy. (Hereinafter collectively referred to as “Concerns”)

All reported Concerns will be forwarded to the President. The President of the Board shall be responsible for assigning an investigation and making appropriate recommendations to the
Board of Directors with respect to all reported Concerns. Reports and copies of Protected Disclosures shall be retained by IDEC in accordance with its record retention policy.

No Retaliation

This policy is intended to encourage and enable officers, directors, volunteers, and employees to raise Concerns within the organization without fear of retaliation. No officer, director, volunteer, or employee who, in good faith, reports a Concern shall be subject to retaliation, or in the case of an employee, adverse employment consequences. Moreover, a volunteer or employee who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including dismissal from the volunteer position or termination of employment.

Reporting Concerns

An employee should first discuss her/his concerns with their immediate supervisor unless the employee is uncomfortable speaking to her/his supervisor or the supervisor is the subject of the Concern, then the employee should report her/his Concerns directly to the Executive Director. If the Executive Director is the subject of the Concern, the employee should report directly to the President of the Board and if the President is the subject of the Concern, the employee should go directly to the President-elect. If the Concern is given verbally, it should then be put in writing and promptly forwarded to the appropriate person as stated above for review and investigation. Concerns may also be submitted anonymously. Such anonymous Concerns should be in writing by the recipient of the complaint and sent directly to the appropriate person as stated above. Officers, directors, and other volunteers should submit their Concerns in writing directly to the President or Executive Director if the Concern is about the President.

The President and Executive Director shall address all Concerns. The President and Executive Director will notify the sender and acknowledge receipt of the Concern within five business days, if possible. It will not be possible to acknowledge receipt of anonymously submitted Concerns.

All reports will be promptly investigated as assigned by the President or President-elect and appropriate corrective action will be recommended to the Board of Directors, if warranted by the investigation. In addition, action taken must include a conclusion and/or follow up with the complainant for complete closure of the Concern.

The President, President-elect or Executive Director has the authority to retain outside legal counsel, accountants, private investigators, or any other resource deemed necessary to conduct a full and complete investigation of the allegations.

Acting in Good Faith

Anyone reporting a Concern regarding a violation or suspected violation under this Whistleblower Policy must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation has occurred. Any allegations that prove not to be substantiated and that prove to have been made maliciously, Recklessly, or with the foreknowledge that the allegations are false will be viewed as a serious disciplinary offense and may result in discipline up to and including dismissal from the volunteer position or termination of employment.


Reports of Concerns and investigations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Disclosure of reports of Concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline up to and including dismissal from the volunteer position or termination of employment.

For purposes of this Whistleblower Policy only, employees of the IDEC’s management company who provide services directly to or on behalf of the IDEC shall be considered employees of IDEC.

Conflicts of Interest and Confidential Information Agreement

As a member (“Member”) of either the Board of Directors of the Interior Design Educators Council, Inc. (“IDEC”) or one of IDEC’s volunteer leaders and in recognition of the Member’s leadership position within IDEC, the receipt of confidential information while associated with IDEC and other good and valuable consideration, the Member agrees as follows:

Section 1. Conflicts of Interest.

Each member of IDEC’s Board and committees shall strive to avoid any conflict between his or her own respective individual interests and the interests of IDEC in each action taken on behalf of IDEC.

If any such person (a) stands to derive personal gain or benefit from a transaction with IDEC or (b) has any direct or indirect interest in or relationship with any individual or organization that:

  • (i) may be seen as competing with the interests or concerns of IDEC; or
  • (ii) proposes to render or employ services, personal or otherwise, to IDEC or to employ any members of its board, committee, or staff; or
  • (iii) proposes to enter into any financial transaction with IDEC

Such person shall give immediate notice of such interest or relationship to the Board of Directors of IDEC and shall refrain from voting or otherwise attempting to affect any decision for
IDEC to participate or not to participate in such transaction and the manner or terms of such participation. Once the Board of Directors is notified of a potential or actual conflict of interest the Board of Directors may determine that the person may continue his or her IDEC duties or activities, subject to appropriate limitations with regard to the conflict matter.

Minutes of appropriate meetings should reflect that such disclosure was made and that such person abstained from voting and absented him or herself from the final review and vote on the matter. However, such person should not be prevented from briefly stating his or her position on the matter or from answering pertinent questions from board or committee members or from staff if that person’s knowledge on the matter may be helpful in reaching a decision.

IDEC strongly encourages each member of its Board and committees to consider all personal and professional affiliations in light of their leadership positions within IDEC.

Section 2. Statements, Actions, and Affiliations.

No member of IDEC’s Board of Directors or committees shall issue a report, make a public announcement or publicly advocate a position in the name of IDEC without the express approval of the Executive Committee or the Board of Directors.

Member agrees to refrain from statements and actions that are in conflict, or that may be perceived to be in conflict, with IDEC’s policies and positions unless the individual clearly states that his or her statement or action does not reflect an official position or policy of IDEC and that he or she has no authority to speak for IDEC.

All members of IDEC’s Board and committees shall consider all statements, actions, and affiliations in light of their leadership positions within IDEC because such statements, actions,
and affiliations may affect IDEC’s public perception and credibility.

Section 3. Confidential Information.

Except for necessary disclosures made in the ordinary course of the performance of Member’s services to IDEC and except as is otherwise expressly authorized by IDEC in writing, Member agrees and promises that Member will not, during the term of his or her service on the Board of Directors or committee or at any time thereafter, directly or indirectly disclose or use, on Member’s own behalf or on behalf of any third party, whether as an agent, officer, director, principal, consultant, or partner, confidential information of IDEC; provided, however, that this Section 3 shall not preclude Member from use or disclosure of information known generally to the public (provided that Member was not, without IDEC’s consent, directly or indirectly responsible for such information becoming known generally to the public) or from disclosure required by law or court order.

Section 4. Remedies.

Member acknowledges that any breach of Member’s obligations under Section 3 of this Agreement would cause irreparable damage to IDEC, that such damage would be incapable of precise measurement, and that no adequate remedy at law would exist for such breach. Therefore, Member agrees that, in the event or threat of a breach of Section 3 of this Agreement by Member, IDEC shall, in addition to all other remedies available, be entitled to injunctive relief. Additionally, Member agrees that IDEC shall be entitled to recover from Member IDEC’s costs and expenses, including reasonable attorneys’ fees, incurred in successfully enforcing this Agreement.

Section 5. Severability.

Should any clause, portion, or section of this Agreement be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of this Agreement. Should any particular covenant in this Agreement be held unreasonable or unenforceable for any reason, including, without limitation, the time period or scope of activity covered by such covenant such covenant shall be given effect and enforced to whatever extent would be reasonable and enforceable.

Section 6. Governing Law.

This Agreement shall be construed in accordance with and governed by Indianapolis law.

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